TIDMTHG

RNS Number : 4878D

THG PLC

21 June 2023

THG PLC

(the "Company")

21 June 2023

Results of Annual General Meeting

Following its annual general meeting ("AGM" or "Meeting") which was held today at 1:00 p.m., the Company is pleased to announce that all resolutions which were put to the Meeting were duly passed by the requisite majorities. Resolutions 1 to 15 were passed by the shareholders of the Company as ordinary resolutions and resolutions 16 to 19 were passed as special resolutions. All resolutions were voted on by poll.

Total votes received for each ordinary resolution and special resolution proposed at the AGM were as follows:

 
 Resolution                       *Votes        %age         Votes        %age         Total      **%age     ***Votes 
                                    For        of Votes     Against      of Votes      Votes       of ISC    Withheld 
                                                 Cast                      Cast         Cast       Voted 
            1. To receive the 
             Report & 
             Accounts           822,877,460   99.81%      1,583,011     0.19%       824,460,471   63.45     2,684,663 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            2. To approve the 
             Directors' 
             Remuneration 
             Report 
             (excluding 
             the Directors' 
             Remuneration 
             Policy)            796,923,612   96.46%      29,288,261    3.54%       826,211,873   63.59     933,261 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            3. To elect Sue 
             Farr as a 
             Director           800,014,255   96.99%      24,799,746    3.01%       824,814,001   63.48     2,331,133 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            4. To elect 
             Gillian 
             Kent as a 
             Director           799,965,055   97.02%      24,612,648    2.98%       824,577,703   63.46     2,567,431 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            5. To elect Dean 
             Moore as a 
             Director           799,818,888   97.00%      24,763,911    3.00%       824,582,799   63.46     2,562,335 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            6. To re-elect 
             Charles Allen, 
             Lord Allen of 
             Kensington 
             CBE, as a 
             Director           769,737,775   93.90%      49,986,986    6.10%       819,724,761   63.09     7,420,373 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            7. To re-elect 
             John Gallemore 
             as a Director      795,612,269   96.31%      30,478,277    3.69%       826,090,546   63.58     1,054,588 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            8. To re-elect 
             Edward Koopman 
             as a Director      795,434,525   97.07%      24,004,350    2.93%       819,438,875   63.06     7,706,259 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            9. To re-elect 
             Iain McDonald as 
             a Director         624,887,642   76.27%      194,459,200   23.73%      819,346,842   63.06     7,798,292 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            10. To re-elect 
             Matthew Moulding 
             as a Director      790,668,169   95.65%      35,915,062    4.35%       826,583,231   63.61     561,903 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            11. To re-elect 
             Damian Sanders 
             as a Director      801,814,933   97.24%      22,741,487    2.76%       824,556,420   63.46     2,588,714 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            12. To re-appoint 
             Ernst & Young 
             LLP 
             as auditor of 
             the 
             Company            820,879,758   99.51%      4,068,180     0.49%       824,947,938   63.49     2,197,196 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            13. To authorise 
             the Audit 
             Committee 
             to determine the 
             auditor's 
             remuneration       821,922,242   99.63%      3,027,728     0.37%       824,949,970   63.49     2,195,164 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            14. To authorise 
             the Directors to 
             allot shares       787,042,861   95.21%      39,567,504    4.79%       826,610,365   63.62     534,769 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            15. To authorise 
             political 
             donations          732,875,221   97.76%      16,805,582    2.24%       749,680,803   57.70     77,464,331 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            16. To authorise 
             the Directors to 
             disapply 
             statutory 
             pre-emption 
             rights             796,841,732   96.80%      26,331,115    3.20%       823,172,847   63.35     3,972,287 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            17. To authorise 
             the Directors to 
             further disapply 
             statutory 
             pre-emption 
             rights in 
             connection 
             with an 
             acquisition 
             or specified 
             capital 
             investment         796,107,353   96.70%      27,173,052    3.30%       823,280,405   63.36     3,864,729 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            18. To authorise 
             the Company to 
             purchase its own 
             shares             804,330,003   97.50%      20,593,242    2.50%       824,923,245   63.49     2,221,889 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
            19. To authorise 
             a 14-day notice 
             period for 
             general 
             meetings other 
             than annual 
             general 
             meetings           818,062,552   99.16%      6,913,969     0.84%       824,976,521   63.49     2,168,613 
                               ------------  ----------  ------------  ----------  ------------  --------  ----------- 
 

*The votes of any proxy giving the Chair discretion as to how to vote have been included in the votes "For" a resolution.

**The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted at the AGM was 1,299,364,413.

***A vote withheld is not a vote in law and is not counted in the calculation of percentage of votes "For" or "Against" a resolution.

The Company notes that a significant number of votes were cast against resolution 9 relating to the re-election of Iain McDonald as a director of the Company. The Board takes seriously its responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies. Accordingly, it will undertake a detailed review of any feedback received on this resolution to ensure it fully understands the reasons behind the voting result and to allow it to understand shareholders' concerns and will continue to engage with shareholders over the coming months as appropriate. Further, in line with the provisions of the UK Corporate Governance Code (July 2018), the Company will provide an update on the views received from shareholders and actions taken in response in no later than six months' time.

In accordance with Listing Rule 14.3.6R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . A copy of the poll results for the AGM will also be available shortly on the Company's website at https://www.thg.com/investor-relations/annual-general-meeting-documents .

If you require further information, please contact:

James Pochin

General Counsel & Company Secretary

THG PLC

Telephone No.: 020 7250 1446

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